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THE GOVERNMENT

THE GOVERNMENT

DECREE No.47-CP OF JULY 17, 1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM SOUTHERN FOOD CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Pursuant to the Law on State Enterprises of April 20, 1995;

At the proposal of the Managing Board of the Vietnam Southern Food Corporation,

DECREES:

Article 1.- To approve the Statute on the Organization and Operation of the Vietnam Southern Food Corporation, which is issued together with this Decree.

Article 2.- The Ministry of Agriculture and Food Industry has the responsibility to discuss with the People's Committees of Ho Chi Minh City and the provinces of Gia Lai, Darlac and Tay Ninh so as to draw up a list of additional members of the Vietnam Southern Food Corporation and submit it to the Prime Minister for decision by the end of October 1995 at the latest.

The Vietnam Southern Food Corporation has the responsibility to discuss with the People's Committees of Ho Chi Minh City and the provinces of Gia Lai, Darlac and Tay Ninh for the coordination in fulfilling the tasks of ensuring the food supply and stabilizing food prices in their localities pending the adherence of the food companies in these provinces and this city to the Corporation.

Article 3.- This Decree takes effect from the date of its signing. The earlier provisions contrary to this Decree are now annulled.

Article 4.- The Minister of Finance, the Minister of Agriculture and Food Industry, the Governor of the State Bank, the concerned Ministers, Heads of the ministerial-level agencies, and Heads of the agencies attached to the Government shall base themselves on this Statute to guide its implementation.

Article 5.- The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Southern Food Corporation shall have to implement this Decree.

On behalf of the Government

Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM SOUTHERN FOOD CORPORATION

(Ratified in Decree No.47-CP of July 17, 1995 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam Southern Food Corporation is a State corporation having member units from Quang Nam-Da Nang province southwards; these are independent-accounting enterprises, dependent-accounting units and non-business units closely associated with one another in terms of economic interests, finance, technology, supply, consumption, services, information, training, research, marketing, and food import-export; they are founded by the Prime Minister to increase capital accumulation and production means, professionalize the capability and increase business efficiency of the member units and of the entire Corporation and meet the needs of the national economy.

Article 2.- The Vietnam Southern Food Corporation (hereunder referred to as the Corporation) has the task of trading in foods, consuming all commodity foods of the farmers, regulating the supply of foods in the region with the aim of meeting the demand for domestic consumption and for export, thus contributing to stabilizing the price of foods in the whole country; including the designing of development and investment plans, the creation of sources of investment capital, organization of the purchase, preservation, processing, reserve, circulation, marketing, transportation, consumption, import and export of foods, supply of specialized materials and equipment, and the cooperation and joint ventures with domestic and foreign economic organizations; organization of key specialized food crop growing areas, the training of workers, and application of scientific and technological advances, thus contributing to the modernization of food production in the region; and conducting other business activities in accordance with the laws and policies of the State.

Article 3.- The Corporation has:

1. The status of a judicial person as prescribed by Vietnamese law;

2. A Statute on its organization and operation, and an apparatus for management and operation;

3. Capital and assets of its own, and the responsibility for the debts within the capital under the management of the Corporation; 4. A seal, and the right to open accounts at the State treasury and banks at home and abroad;

5. Its own table of property balance and the centralized funds as defined by the Government and directed by the Ministry of Finance.

Article 4.- The Corporation has its international transaction name of VIETNAM SOUTHERN FOOD CORPORATION, or VINAFOOD II for short.

The head office of the Corporation is located in Ho Chi Minh City.

Article 5.- The Corporation is placed under the State management of the Ministries, ministerial-level Agencies, the Agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government in their capacity as State management bodies; and also under the management of these bodies in their capacity as agencies exercising ownership right over State enterprises as prescribed by the Law on State Enterprises and other provisions of law.

Article 6.- The Corporation is managed by the Managing Board and directed by the General Director.

Article 7.- The organization of the Communist Party of Vietnam within the Corporation shall operate in accordance with the Constitution and laws of the State of the Socialist Republic of Vietnam and the regulations of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations within the Corporation shall operate in accordance with the Constitution and laws.

Chapter II

RIGHTS AND OBLIGATIONS OF THE CORPORATION

Part I. RIGHTS OF THE CORPORATION

Article 8.-

1. The Corporation has the right to manage and use the capital, land and other resources allocated to it according to the provisions of law in order to realize the objectives and tasks assigned by the State.

2. The Corporation has the right to re-assign its member units to manage and use resources it receives from the State; and to adjust the resources it has assigned to its member units in case of necessity and in conformity with the overall development plan of the entire Corporation.

3. The Corporation has the right to invest in, enter into joint venture with, purchase shares, and buy part or all of the property of another enterprise in accordance with the provisions of law.

4. The Corporation has the right to transfer, replace, lease out, use as collateral, or mortgage properties under its management, except for the important equipments and workshops which, under Government regulations, are subject to permission from an authorized State agency, on the principle of capital preservation and development. As regards land which is under its management, the Corporation must handle it in accordance with the Land Law.

Article 9.- The Corporation has the right to manage and organize its business as follows:

1. To organize the apparatus for business management and organization in accordance with the objectives and tasks assigned to it by the State;

2. To renovate technology and equipment;

3. To open branches and representative offices of the Corporation at home and abroad in accordance with the provisions of law;

4. To engage in business in branches and trades suitable for the objectives and tasks assigned to it by the State; to expand the scope of business according to the capability of the Corporation and the needs of the market; to engage in business in other branches and trades if such additions are permitted by authorized State agencies;

5. To take part in drafting the State plan and setting quotas for food import-export, and to act as the center to carry out such plan and quotas. To take part in carrying out the food export plan to repay foreign debts. To cooperate, as the core, with the localities in ensuring order in the purchase, consumption, and import-export of food in the region. To enjoy priority in purchasing, selling or exchanging the national food reserves through annual contracts signed with the Department of National Reserves according to the plan, mechanism and price framework of the State;

6. To select markets and coordinate the division of markets among the member units; to engage in import and export activities according to State stipulations;

7. To determine the buying and selling prices of essential products and services, to set minimum export prices and maximum import prices, except for the products and services of which the prices are set by the State.

8. To design and apply norms for labor and salary per product unit within the framework of the State-set norms and unit prices.

9. To delegate powers in the selection, hire, employment and training of labor, select the mode of salary payment and bonus, and execute other rights of the employer as defined by the Labor Code and other legal provisions; to decide the salary and bonus for the laborers on the basis of the per-product salary, cost of services and efficiency of the operation of the Corporation;

10. To invite and receive foreign partners to Vietnam to work with the Corporation; to decide on sending representatives of the Corporation for business, study, study tour and survey abroad; for the President of the Managing Board and the General Director to travel abroad, they must secure permission from the Prime Minister. For other members of the Managing Board to travel overseas, they must have permission from the President of the Managing Board. For the Deputy General Directors and other functionaries in the assisting staff, and the Directors and Deputy-Directors and officials of the member units of the Corporation to travel abroad, the General Director shall decide.

Article 10.- The Corporation has the following rights in financial management:

1. To use the capital and funds of the Corporation to promptly serve business needs on the principle of preservation and efficiency. In case it is necessary to use capital and other funds not in line with their purported use, the principle of repayment shall apply;

2. To mobilize capital for business activities without changing the form of ownership; to issue bonds as prescribed by law; to use the value of the right to use the land associated with properties under the management of the Corporation as collateral for loans from Vietnamese banks in accordance with provisions of law.

3. To establish, manage and use centralized funds, funds of capital depreciation; the ratio of deduction, and the management and use of these funds are effected under the guidance of the Ministry of Finance and as stipulated by the Financial Regulation of the Corporation;

4. To use the remaining profit after discharging all obligations toward the State to establish the fund for development investment and other funds as provided for, and to apportion to the laborers according to the contribution of each of them to the annual business result and to the stock shares;

5. To benefit from the regimes of subsidy, price subsidies and other preferential treatments of the State when carrying out production tasks or providing utilities in service of national defense and security, prevention of natural calamities, public welfare, or when catering products and services which, according to State-set prices, cannot yield enough to cover costs of production and services incurred by the Corporation;

6. To benefit from preferential treatment for investment or re-investment in accordance with the provisions of the State.

Article 11.- The Corporation has the right to refuse or denounce any requests for supply of resources outside the provision of law by any individual or organization, except for the voluntary contributions for humanitarian purposes or public welfare.

Part II. OBLIGATIONS OF THE CORPORATION

Article 12.-

1. The Corporation has the obligation to receive and use efficiently, preserve and develop the capital assigned to it by the State, including the capital it invests in other businesses; to receive and use efficiently land and other resources allocated to it by the State in order to carry out the business goals and tasks assigned by the State.

2. The Corporation has the obligation to:

a/ Clear all the debts it owes and is owed as recorded in the balance of properties of the Corporation at the time of its establishment;

b/ Pay the international credits that the Corporation uses by decision of the Government;

c/ Pay the credits that the Corporation takes directly or it guarantees under contract with its member units if these units are unable to pay.

Article 13.- The Corporation has the obligation to manage its business operations as follows:

1. To register businesses and operate in line with the businesses it has registered; to bear responsibility before the State for the results of the operations of the Corporation, and before the clients and law for the products and services conducted by the Corporation;

2. To work out its development strategy, annual and five-year plans and plans for purchasing, marketing, importing and exporting food in different areas in line with the State-assigned tasks and market demands.

3. To sign economic contracts with partners and organize their implementation.

4. To organize the purchase, preservation, processing, reserve, circulation, importation and exportation, and marketing of all commercial food of the farmers, supply food safely and stably to meet the demand for domestic consumption of food, and take part in stabilizing food price on the domestic market as stipulated by the State for the Corporation. To supply food to the Northern Food Corporation within the time limit and with the quantity and the quality specified by the State's mobilization plan. The food units from Thua Thien - Hue province northwards must observe the guidance and have the approval of the Corporation concerning the areas, quantity and buying price when they want to go south to buy food.

5. To renew and modernize technology and the managerial mode; to spend revenues from property transfer to re-invest and renew equipment and technology of the Corporation.

6. To discharge obligations toward the laborers in accordance with provisions of the Labor Code, and to ensure that the laborers take part in the management of the Corporation.

7. To implement State provisions on the environment and ensuring national defense and security.

8. To observe the regime of filing statistical reports and periodical reports as required by the State, and irregular reports at the request of the representative of the owner; to take responsibility for the accuracy of the reports.

9. To be subject to the control of the representative of the owner; to comply with the provisions on inspection set by the financial service and other authorized State agencies as provided for by law.

Article 14.-

1. The Corporation has the obligation to implement properly the regimes and provisions on management of capital, properties and funds, accounting, audit and other regimes set by the State; and take responsibility for the accuracy of the financial activities of the Corporation.

2. The Corporation has the obligation to publicize its annual financial report and provide information to facilitate a correct and objective assessment of its activities in accordance with the provisions of the Government.

3. The Corporation shall discharge its obligations in tax and other contributions to the State budget as provided for by law. In case of transfer of properties among its member units through increase or decrease recordings of their capital, such transfers are exempt from registration tax. Paddy and rice transferred among member units for continued processing or according to the Corporation's annual regulation plan to fulfill the task of meeting food demand in different localities, stabilizing food price, including paddy and rice of the Corporation transported to the North according to the State's regulation plan to meet food demand and stabilize food price, are exempted from turnover tax.

Chapter III

THE MANAGING BOARD AND THE CONTROL COMMISSION

Article 15.-

1. The Managing Board performs the function of managing the operations of the Corporation and is responsible before the Government for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Managing Board has the following powers and tasks:

a/ To receive capital (including debts), land and other resources assigned by the State to the Corporation;

b/ To consider and approve the plan proposed by the General Director on the allocation of capital and other resources to the member units and the plan for distribution of capital and other resources among the member units; to control and supervise the implementation of these plans.

c/ To control and supervise all activities within the Corporation; the use, preservation and development of the assigned capital and other resources; the implementation of resolutions and decisions of the Managing Board, the provisions of law; the discharge of obligations toward the State.

d/ To approve the proposals on long-term development strategy, schemes and plans as well as five-year plans of the Corporation put forth by the General Director for submission to the Prime Minister for approval; to determine the annual targets and plan of the Corporation and report them to the Prime Minister, so that the General Director might assign them to the member units.

e/ To organize the evaluation and submit to the authorized agencies for approval the plans for investment, projects of new investment and projects for investment cooperation with foreign partners using the capital of the Corporation;

f/ To submit to the Prime Minister for approval and, if mandated by the Prime Minister, to make decisions on projects of joint venture with foreign countries in accordance with the provisions of the Government; to make decisions on projects of joint venture with domestic partners and other economic contracts of high value. To submit to the Prime Minister for decision on investment projects of Group A; to be mandated to make decisions on investment projects of Group C and a number of projects of Group B; to mandate the General Director or Directors of member units to approve small investment projects. To approve the plan for organization of the management and business operation of the Corporation proposed by the General Director. To propose the establishment, split, merger and dissolution of member units in accordance with the provisions of law;

g/ To issue and supervise the implementation of the techno-economic norms and standards including salaries, prices and norms in specialized construction, product quality, trade mark, and product and service prices within the Corporation at the proposal of the General Director on the basis of the general provisions within the branch and in the country as a whole;

h/ To draft and submit to the Prime Minister for approval the Statute, and any amendments and supplements to the Statute on organization and operation of the Corporation. To ratify the Statutes and Regulations on the organization and operation of the member units and the amendments and supplements to them upon the proposal of the General Director. To decide the opening of branches and representative offices of the Corporation inside and outside the country in accordance with the provisions of law; to design the Financial Regulation of the Corporation on the basis of the Model Financial Regulation and submit it to the Ministry of Finance for approval before deciding to issue it;

i/ To submit to the Prime Minister decisions to appoint, dismiss, reward or discipline the General Director; to submit to the Minister of Agriculture and Food Industry decisions to appoint, dismiss, reward or discipline the Deputy General Directors and the Chief Accountant of the Corporation at the proposal of the General Director; to decide to appoint, dismiss, reward or discipline the Directors of the member units at the proposal of the General Director; to decide the size of the managerial and executive apparatus of the Corporation and modify it when necessary, at the proposal of the General Director;

j/ To approve plans proposed by the General Director on the establishment and use of the centralized funds corresponding to the plans for business and finance of the Corporation;

k/ To consider the plans for capital mobilization (in all forms), to guarantee the loans; to liquidate properties of the member units in order to decide, or submit to the Prime Minister for decision, in accordance with the principles stipulated in Item 4, Article 38 of this Statute;

l/ To approve the quarterly, half-yearly and yearly operation reports of the Corporation, the annual general financial statements (including the property balances) of the Corporation and the member units as proposed by the General Director, and to request the General Director to make public the annual financial statement in accordance with the provisions of the Ministry of Finance;

m/ To issue the regulation on protecting business secrets, internal economic information and State secrets in accordance with the provisions of law, as proposed by the General Director for uniform application in the entire Corporation.

3. The Managing Board is composed of 5 members appointed and dismissed by the Prime Minister. The criteria of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises.

4. The Managing Board is composed of a number of full-time members including the President of the Board, a member who is the General Director and a member who is the Chairman of the Control Commission, and a number of part-time members who are experts in the fields of food and agricultural materials, economics, technology, finance, business administration and law.

5. The President of the Managing Board shall not be also the General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. The members of the Managing Board may be re-appointed. A member of the Managing Board shall be dismissed and replaced in the following cases:

a/ Violating law or the Statute of the Corporation;

b/ Incapable of performing the assigned duties. The dismissal or replacement is proposed by at least two-thirds of the incumbent members of the Managing Board;

c/ Personally asking to withdraw with plausible reasons;

d/ Being transferred out or assigned to another work.

7. The President of the Managing Board is responsible for organizing the execution of the tasks, and exercise of the powers, of the Corporation as stipulated in Item 2 of this Article.

8. Work regime of the Managing Board:

a/ The Managing Board shall adopt the system of collective work, and meets regularly every quarter to review and make decisions on matters within its powers and responsibilities. When the need arises, the Managing Board may meet in irregular session at the request of the President of the Board or the General Director, the Chairman of the Control Commission, or of more than 50% of the Board members, to solve urgent problems of the Corporation.

b/ The President of the Managing Board convenes and presides over all meetings of the Board; in case of his/her absence for sound reasons, the President shall delegate a member of the Board to preside over the Board's meeting;

c/ A meeting of the Managing Board is considered valid if it is attended by at least two-thirds of the Board members. The documents for the meeting of the Board must be sent to the members of the Board and the invited delegates at least five days in advance. The contents and conclusions of all the meetings of the Managing Board shall be recorded in minutes which shall be signed by all the attending Board members. The resolutions and decisions of the Managing Board shall be valid when they have the approval of over 50% of the Board members. The members of the Managing Board have the right to reserve their opinions;

d/ When the Managing Board meets to consider matters concerning the development strategy, five-year and annual plans, large investment projects, projects of joint venture with foreign partners, annual financial statements and introduction of new systems of technico-economic norms and standards of the Corporation, it must invite authorized representatives of the concerned ministries and branches to attend; in case the meeting discusses important issues related to the local authorities, it must invite representatives of the provincial People's Committee to attend; in case it is related to the rights and obligations of the laborers of the Corporation, it must invite the representative of the Trade Union of the branch. The representatives of the concerned agencies and organizations invited to the meeting have the right to speak but shall not vote; when they find that the resolution or decision of the Managing Board is detrimental to the common interests, they have the right to lodge their complaints in writing to the Managing Board and, at the same time, to report to the Heads of the agencies they represent for consideration and settlement in accordance with their jurisdiction. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister.

e/ The resolutions and decisions of the Managing Board are binding on the entire Corporation. In case the opinion of the General Director differs from the resolution and decision of the Managing Board, he/she has the right to make reservations and recommend that the authorized State agencies settle the difference; pending such a settlement, the General Director must abide by the resolutions and decisions of the Managing Board.

f/ The expenses incurred by the operation of the Managing Board, the Control Commission, including the salary and allowances for the members of the Board, the Control Commission and the assisting experts of the Managing Board, are accounted for in the managerial expenses of the Corporation. The General Director shall ensure the provision of the necessary conditions and facilities for the work of the Managing Board and the Control Commission.

Article 16.- The assisting staff for the Managing Board:

1. The Managing Board employs the managerial apparatus and the seal of the Corporation to carry out its tasks.

2. The Managing Board has from 3 to 5 assisting experts who work full time.

3. The Managing Board shall establish the Control Commission to assist it in monitoring and supervising the General Director, the assisting staff and the member units of the Corporation in their managerial and financial operations and their observance of the Statute of the Corporation, the resolutions and decisions of the Managing Board and State law.

Article 17.- The rights and responsibilities of the members of the Managing Board:

1. The full-time members have their basic salaries as State functionaries, are paid according to the wage scale set by the Government for State-owned enterprises, and are rewarded according to the business efficiency of the Corporation. The part-time members are provided with responsibility allowances and bonuses as provided for by the Government.

2. The members of the Managing Board:

a/ Shall under no circumstances place themselves in a position to restrain their capacity to operate in honesty and disinterestedness, or to sow contradictions between the interests of the Corporation and individual interests;

b/ Shall not abuse their powers to make personal profits or usurp business opportunities of the Corporation to the detriment of the latter;

c/ Shall not act beyond the powers of the Managing Board as stipulated in this Statute.

3. The members of the Managing Board who are the President of the Board and the General Director of the Corporation are not allowed to establish private businesses, limited liability companies or joint stock companies in their names; or to hold managerial and executive posts in private businesses, limited liability companies or joint stock companies; or entertain any relations of economic contract with private businesses, limited liability companies or joint stock companies in which the managerial or executive posts are held by their spouses, parents, or children.

4. Spouses, parents, children and siblings of the President of the Managing Board and the General Director shall not hold the posts of Chief Accountant and Cashier at the Corporation and the member units.

5. The members of the Managing Board are responsible before the Prime Minister and before law for all resolutions and decisions of the Managing Board; in case they fail to fulfill their assigned tasks, violate the Statute of the Corporation, take an erroneous decision, exceed their jurisdiction, or abuse their powers, thus causing losses to the Corporation and the State, they shall be held responsible and obliged to make material compensation for the losses they have caused as provided for by law.

Article 18.- The Control Commission:

1. The Control Commission has five members, including a member of the Managing Board, who, as assigned by the Managing Board, is the Chairman of the Commission, and four other members who are appointed, dismissed, rewarded and disciplined by the Managing Board, and who include a member who is an expert accountant, a member who is recommended by the Congress of the workers and employees of the Corporation, a member who is recommended by the Minister of Agriculture and Food Industry, and a member who is recommended by the General Director of the General Department for Management of State Capital and Properties at Enterprises.

2. The members of the Control Commission shall not be spouses, parents, or siblings of the General Director, Deputy General Directors and Chief Accountant of the Corporation, and shall not be assigned any other task in the managerial apparatus of the Corporation or hold any position in other food businesses outside the Corporation.

3. The members of the Control Commission shall have the following criteria:

a/ Being an expert at accounting, audit, economics and the technology of food culture and processing; knowledgeable of law;

b/ Having a professional experience of no less than five years in such branches;

c/ Having no previous convictions related to economic activities.

4. The term of office of the members of the Control Commission is five years. If they fail to fulfill their tasks, they shall be replaced.

5. The members of the Control Commission shall receive salaries and bonuses as decided by the Managing Board in accordance with the State regime.

Article 19.- The tasks, powers and responsibilities of the Control Commission:

1. To carry out duties assigned by the Managing Board in monitoring and supervising the executive operations of the General Director, the assisting staff and the member units of the Corporation in terms of finance and observance of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board.

2. To report to the Managing Board the results of its monitoring and supervising work every quarter, every year and in each case; promptly to discover and report to the Managing Board on unusual activities or signs of violations of law happening within the Corporation.

3. Not to reveal results of the control or supervision without the permission of the Managing Board; to be responsible before the Managing Board and law if it intentionally overlooks or covers up law-breaking activities.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 20.-

1. The General Director is appointed, dismissed, rewarded and disciplined by the Prime Minister at the proposal of the Managing Board. The General Director is the juridical representative of the Corporation and is responsible before the Managing Board, the Prime Minister and before law for his/her conduct of the operations of the Corporation. The General Director has the highest executive power in the Corporation.

2. The Deputy General Director is the assistant to the General Director in the conduct of one or a number of fields of activity of the Corporation on assignment of the General Director, and is responsible before the General Director and law for his/her undertaking of that assignment.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the work of accounting and statistics of the Corporation, and has the powers and tasks as prescribed by law.

4. The Office of the Corporation and the specialized sections (divisions) have the functions of advising and assisting the Managing Board and the General Director in the managerial and executive work.

Article 21.- The General Director has the following tasks and powers:

1. Together with the President of the Managing Board to receive capital (including debts), land and other resources of the State for management and use in accordance with the targets and tasks assigned to the Corporation by the State. To allocate the resources received from the State to the member units of the Corporation in line with the schemes approved by the Managing Board. To recommend to the Managing Board plans for adjustments of the capital and other resources either by increasing or decreasing them in allocating them to the member units and when changes occur in the tasks of the member units.

2. To use efficiently, preserve and develop the capital in line with the plans approved by the Managing Board. To design the plans for capital mobilization, submit them to the Managing Board for approval, and organize their implementation. To implement and direct the Financial Company of the Corporation to carry out the mobilization of capital and the lending out of the mobilized capital to meet the need in capital of the Corporation and its member units.

3. To design the development strategy, long-term and annual plans, operation programs, schemes for purchase, marketing, import and export of food of the Corporation, projects of new and intensive investment, projects of investment cooperation with foreign partners, plans for joint venture, plans for coordinated business activities among the member units, plans for training and fostering the personnel of the Corporation, and measures for implementation of economic contracts of large economic value to submit to the Managing Board for consideration and decision, or for subsequent submission to authorized State agencies for decision. To organize the implementation of the strategy, plans, schemes, projects and measures which have been approved.

4. To conduct the business operations of the Corporation; to be responsible for the results of business operation of the Corporation; to ensure food balance in the region assigned to the Corporation by the State; to be responsible before the Managing Board, the Prime Minister and before law for the activities for stabilizing the price of food in the region, thus contributing to the stabilization of food price in the country.

5. To design and submit to the Managing Board for approval the technico-economic norms, product standards, salary scale, unit prices and norms in rice husking, specialized construction, the buying and selling prices of food and agricultural materials and service charges for uniform application in the entire Corporation in conformity with the general provisions of the branch and the State. To organize and monitor the application of these norms, standards, unit prices and charges in the entire Corporation.

6. To propose to the Managing Board to submit to the Minister of Agriculture and Food Industry to decide the appointment or dismissal, reward or discipline of the Deputy General Director and the Chief Accountant of the Corporation; to propose to the Managing Board to decide the appointment or dismissal, reward or discipline of Directors of member units. To appoint, dismiss, reward or discipline the Deputy Directors and Chief Accountants of member units, Directors of units attached to member units and functionaries of equivalent ranks, at the proposal of the Directors of member units. To appoint, dismiss, reward or discipline the Chiefs or Deputy Chiefs of sections (divisions), the Chief and Deputy Chiefs of the Office of the Corporation.

7. To design and submit to the Managing Board for approval the overall payroll of the managerial staff of the Corporation, including the plans for modifications when there are changes in the organization and payroll of the managerial staff of the Corporation as well as those of the member units; to establish and directly operate the assisting apparatus; to monitor the realization of assisting staffs in the managerial apparatuses of the member units; to submit to the Managing Board for approval of the Statutes and Regulations on organization and operation of the member units designed by the Directors of the member units; and to approve plans for establishment, reorganization and dissolution of the units attached to the member units as proposed by the Directors of the member units.

8. To design and submit to the Managing Board for approval the Regulation on labor, the Regulations on salary, reward and discipline, and the Regulation on secrecy protection to be applied within the Corporation.

9. To organize and direct the operation of the Corporation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and authorized State agencies on the business results of the Corporation, including the quarterly, half-yearly and yearly reports, general financial statements and the balances of properties of the Corporation.

The synthetic financial statement shall clearly present the concentrated-accounting of the Corporation and the accounting done by the independent accounting member units, and shall be submitted to the Managing Board for approval. The general financial statement must be based on the data confirmed by legally registered audit agencies.

10. To carry out, and control the member units in carrying out the tax obligation and other contributions as required by law and the State. To design schemes for the distribution of after-tax profits of the Corporation to submit to the Managing Board for approval in accordance with the State provisions.

11. To supply adequately documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board.

12. To be subject to the control and supervision of the Managing Board, the Control Commission and the authorized State agencies, with regard to the conduct of his/her executive duties.

13. To have the right to take measures beyond his/her authority in cases of emergency (natural disaster, enemy sabotage, fire and accident) and be held responsible for those decisions; and at the same time to report the incident immediately to the Managing Board and authorized State agencies for further settlement.

Chapter V

THE COLLECTIVE OF LABORERS IN THE CORPORATION

Article 22.- The Congress of the Workers and Employees in the Corporation is the form of direct participation by the laborers in the management of the Corporation. The Congress of the Workers and Employees has the following rights:

1. To take part in the discussion to work out the collective labor bargain for the representative of the collective of laborers to negotiate and sign with the General Director.

2. To discuss and approve the regulation for the use of the funds directly related to the interests of the laborers in the Corporation.

3. To discuss and contribute opinions to the schemes, plans and assessments of the efficiency of business management, to propose measures for labor protection, improved working conditions and material and spiritual life, environmental sanitation, and for training and retraining laborers of the Corporation.

4. To recommend candidates to the Managing Board and the Control Commission.

Article 23.- The Congress of the Workers and Employees is held and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 24.-

1. The Corporation has its member units which are State-owned enterprises operating on independent ccounting, dependent accounting, and as non-business units (See the list given in the Appendix attached to this Statute).

2. The member units of the Corporation have their own seals and are allowed to open their own bank accounts in line with their accounting modes.

3. The member units which are independent or dependent-accounting units shall have their own Statutes on organization and operation; the non-business units of the Corporation shall have their own Statutes on organization and operation. These Statutes and Regulations shall be approved by the Managing Board in compliance with law and the Statute of the Corporation.

Article 25.- The member unit which is a State-owned enterprise operating on independent accounting:

1. The independent-accounting State enterprise which is a member of the Corporation has the autonomy in business and finance, and is bound by interests and obligations to the Corporation as provided for in the Statute of the Corporation.

2. The Managing Board and General Director of the Corporation have the following rights toward the independent-accounting member units:

a/ To mandate the Director of the member enterprise to manage and conduct the operation of that enterprise in compliance with its Statute as approved by the Managing Board of the Corporation. The Director of an independent-accounting member enterprise is responsible before the Managing Board and the General Director of the Corporation, and before law, for the operation of the enterprise;

b/ To appoint, dismiss, reward and discipline the Director, Deputy Directors, and Chief Accountant;

c/ To approve plans and control the implementation of plans and the financial statement of accounts; to set the levels of funds for reward and welfare of the enterprise under the guidance of the Ministry of Finance and in accordance with the Financial Regulation of the Corporation;

d/ To deduct part of the capital depreciation fund and after-tax profit, as provided for by the Financial Regulation of the Corporation and under the guidance of the Ministry of Finance, to contribute to the centralized funds of the Corporation to be used for reinvestment and for investment projects at member units;

e/ To approve schemes and plans for expanded investment, intensive investment, joint venture, to complement or partially retrieve capital, transfer shares managed by the Corporation but held by the member units;

f/ To regulate financial sources, including foreign exchange, among the member units with a view to using the capital most efficiently within the entire Corporation on the principle that the total asset of the enterprise whose capital is withdrawn shall not be smaller than the total amount of the debts and the legal capital after adjustment to suit the tasks or size of that enterprise;

g/ To approve the modes of salary payment, salary scale and measures to ensure the living and working conditions of the workers and employees of the enterprise;

h/ To decide on expanding or narrowing the scope of business of the member enterprises in accordance with the overall development strategy of the Corporation;

i/ To approve the Statute on organization and operation of the enterprise, including the assignment of power to the Director of the enterprise on organization of the managerial apparatus of the enterprise; to recruit, reward, promote and discipline workers and employees; to set credit limits (borrowing, lending and on-credit purchase and sale); to purchase and sell assets and stocks of joint-stock companies; to purchase and sell patents and acquire technology transfers; to take part in joint venture units and economic associations; and to decide on other matters related to the autonomy of a State enterprise as provided for by the Law on State Enterprises;

j/ To control the operation of the enterprise and request it to report on its financial situation and the results of its business operation.

Article 26.- The member unit of the Corporation which is an enterprise of independent accounting is responsible for the debts and commitments within the capital that it manages and uses, namely:

1. In the strategy and development investment:

a/ The enterprise is assigned to organize the implementation of projects of development investment according to the plan of the Corporation. The enterprise is assigned resources by the Corporation to undertake these projects;

b/ The enterprise may make investments on its own in development works and projects which are not included in the schemes directly conducted by the Corporation. In this case, the enterprise has to mobilize capital on its own and be responsible for it financially.

2. In business operation, the enterprise shall design, and organize the implementation of, its own plan on the basis of:

a/ Ensuring that the objectives, targets and macro balances, the main technico-economic norms (including unit price and prices) of the enterprise are in conformity with the overall plan of the Corporation;

b/ The plan for expanded business operation being based on the optimal use of all resources that the enterprise has at its disposal and can mobilize, and conforming to the market needs.

3. In financial operation and economic accounting:

a/ The enterprise shall receive part of the capital and other resources of the State allocated to the Corporation and reassigned to the enterprise by the Corporation. The enterprise has the task of preserving and developing these capital and resources;

b/ The enterprise has the right to mobilize capital and other credits in compliance with law in order to execute its plans for business and development investment;

c/ The enterprise is allowed to set up funds for capital construction, production development, reward, welfare and financial reserve in accordance with the Financial Regulation of the Corporation as approved by the Managing Board and guided by the Ministry of Finance. The enterprise has the obligation to contribute to, and use, the centralized funds of the Corporation in accordance with the Statute of the Corporation and the decisions of the Managing Board;

d/ The enterprise shall have to pay taxes and perform other financial obligations (if any) in compliance with law;

e/ The enterprise may be mandated by the Corporation to undertake contracts with clients at home and abroad on behalf of the Corporation.

4. In organization, personnel and labor:

a/ The enterprise has the right to propose the Corporation to consider and decide, or may be mandated by the Corporation to decide, the establishment, reorganization or dissolution of its attached units and the organization of its managerial apparatus, in accordance with the Statute of the Corporation and its own Statute;

b/ Within its payroll as allowed by the Corporation, the enterprise has the right to recruit, assign or dismiss workers and employees within its managerial and business apparatus. The appointment and dismissal of personnel holding positions in the managerial apparatus of the enterprise and its attached units, and the positioning and application of the salary regime must comply with the delegation of power by the Corporation as provided for in this Statute;

c/ The enterprise has the responsibility to attend to the development of human resources to ensure the implementation of its development strategy and its business tasks; to attend to the improvement of the working and living conditions of the laborers in compliance with the provisions of the Labor Code and the Law on Trade Union.

Article 27.- The member unit which is a dependent-accounting enterprise:

1. Has autonomy in business as delegated by the Corporation, and is bound by obligations and interests to the Corporation. The Corporation bears the final responsibility for the financial obligations originating from this commitment of the member units;

2. Is authorized to sign economic contracts, and engage in activities of business, finance, organization and personnel according to the powers delegated by the Corporation. The powers and tasks of the dependent-accounting unit are concretized in its Statute on organization and operation approved by the Corporation.

Article 28.- The non-business unit has its organizational and operational Regulation approved by the Managing Board; it is allowed to cover its expenses with its revenues, to generate its own revenues by conducting services and contracts on scientific research and personnel training for units at home and abroad; to benefit from the funds for reward and welfare as provided for by State regime and, if this benefit is lower than the average level of the Corporation, it may be supported by the funds for rewards and welfare of the Corporation.

Article 29.-

1. The Financial Company is an independent-accounting member enterprise of the Corporation, operating under law and guidance of the Governor of the State Bank, the Statute on organization and operation approved by the Managing Board, and under the direction of the General Director of the Corporation.

2. The Financial Company performs the task of mobilizing capital to cater loans to meet the need in capital of the Corporation and its other member units, through taking preferential credits from the Government, commercial credits from banks and financial institutions at home and abroad; issuing shares and bonds of the enterprise or its projects, sales and purchases of documents and bills of value provided for by law; mobilizing idle capital from the workers and employees of the Corporation and units of the same technico-economic branch in which the Corporation operates.

3. The Financial Company carries out the mobilization of capital for investment projects of the Corporation, and provides other services as stipulated by its Statute and the Regulation for Financial Companies in Corporations issued by the State Bank. With regard to large projects, the investors sign the contracts directly, while the Financial Company plays the role of service provider.

4. The units shall use capital provided by the Financial Company on the borrowing-and-repayment principle, with an internal interest proposed by the Financial Company and approved by the General Director of the Corporation on mandate of the Managing Board.

5. The Financial Company shall take paddy pawned by farmers and grant loans to them in the form of materials, fertilizer and small farm tools to create conditions for the farmers to have the initiative in producing and marketing food.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND ITS MEMBER UNITS TO OUTSIDE ENTERPRISES

Part I. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OUTSIDE ENTERPRISES

Article 30.- With regard to the capital contributed by the Corporation to outside enterprises, the Managing Board has the following rights and obligations:

1. To approve the plan of capital contribution designed by the General Director for decision, or for submission to the Head of the authorized State agency for decision according to the delegation of authority as stipulated in Point (f), Par. 2, Article 15 of this Statute.

2. At the proposal of the General Director, to appoint, dismiss, reward or discipline the personnel directly involved in the management of the capital contributed by the Corporation to outside enterprises.

3. To supervise and control the use of the capital contributed by the Corporation to outside enterprises; to be responsible for the efficiency of the use, preservation and development of the contributed capital and to collect the profit deriving from the capital contributed by the Corporation to outside enterprises.

Article 31.- The rights and obligations of the personnel directly involved in the management of the capital contributed by the Corporation to outside enterprises:

1. To assume managerial posts at the enterprise with capital contributed by the Corporation, in line with the Statute of the enterprises;

2. To monitor and supervise the operation of the enterprise;

3. To report to, and be responsible before, the Managing Board of the Corporation on the efficiency of the use of the capital contributed by the Corporation to the enterprise.

Part II. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY INDEPENDENT-ACCOUNTING MEMBER UNITS TO OUTSIDE ENTERPRISES

Article 32.- The independent-accounting member unit may contribute capital to outside enterprises according to the authority delegated by the Corporation. Regarding the capital that the member unit contributes to other enterprises, the Director has the right and obligation to manage it as follows:

1. To design schemes for capital contribution to submit to the General Director for approval by the Managing Board.

2. To appoint, dismiss, reward and discipline the personnel directly involved in the management of the capital that the enterprise contributes to outside enterprises.

3. To supervise and control the use of the capital that the enterprise contributes to outside enterprises; to be responsible for the efficiency of the use, preservation and development of the contributed capital; to collect the profit from that capital.

Article 33.- The rights and obligations of the personnel directly managing the capital contributed by the enterprise to outside enterprises:

1. To assume managerial posts at the enterprise to which his/her enterprise contributes capital according to the Statute of that enterprise.

2. To monitor and supervise the operation of the enterprise to which his/her enterprise contributes capital.

3. To report to the Director as required by regulation; to be responsible before the Managing Board of the Corporation and the Director for the efficiency of the use of his/her enterprise's capital contributed to the enterprise where he/she is assigned to take part in the management and operation.

Part III. JOINT VENTURE UNITS

Article 34.- The joint ventures, that the Corporation or its member unit takes part in, are managed, directed and operated in accordance with the Law on Foreign Investment, the Corporate Law and other related laws of Vietnam. The Corporation or its member units shall perform all rights, obligations and responsibilities toward these joint ventures in terms of financial operation in accordance with law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 35.- The Corporation applies the regime of general accounting and financial autonomy in its business operation in line with the Law on State Enterprises, other legal provisions and the Statute of the Corporation.

Article 36.-

1. The statutory capital of the Corporation is composed of:

a/ The capital assigned by the State at the point of establishment of the Corporation;

b/ The additional capital allocated by the State (if any);

c/ The part of the after-tax profit which is added to the capital in accordance with current regulations;

d/ The capital from other sources (if any).

2. When increases or decreases occur in the statutory capital, the Corporation has to make prompt adjustments in its property balance and make public its adjusted statutory capital.

Article 37.-

1. The Corporation is authorized to establish and use centralized funds to ensure a highly efficient development of the Corporation.

2. The centralized funds of the Corporation are established under provisions of the Statute of the Corporation, its Financial Regulation (if any) and by decision of the Managing Board. They include:

a/ The fund for development investment established from the fund of capital depreciation and the profits from the member units according to provisions of the Ministry of Finance, the profits from the capital that the Corporation contributes to ouside enterprises, and funds from other sources.

The capital depreciation fund and profits from re-investment of the dependent accounting units of the Corporation shall be pooled to the Corporation to provide investment according to annual plans.

The Corporation, when mobilizing funds from capital depreciation of the independent-accounting member units, shall do it on the borrowing-and-repayment principle with internal interest rate as approved by the General Director on mandate of the Managing Board and under the guidance of the Ministry of Finance;

b/ The reserve fund for circulation to ensure a normal performance of the task of food trade is established from the business capital fund of the Corporation, of which the part from bank loans may enjoy a preferential interest rate when necessary. If the sale of food at a price fixed by the State to help stabilize the food market price causes losses to this fund, it shall be subsidized by the price-subsidy fund of the State.

c/ The fund for scientific research and concentrated training which is used to cater to the units tasked to conduct scientific research and training and retraining of personnel within the entire Corporation, is drawn from the fund for production development of the member units, the budget for non-business and training activities provided by the State (if any), and from other sources, including revenues from services and contracts on scientific research and training signed with enterprises and public service units at home and abroad;

d/ The fund for subsidization of food production before and after harvest is formed on the existing sources allocated by the State to the Corporation and replenished annually by the after-tax profits of the Corporation (and its member units) and other subsidy sources. In case this fund is used to carry out the agricultural promotion task assigned by the State, it shall be subsidized under the State's current policy;

e/ The funds for financial reserve, reward and welfare are formed on contributions made under the guidance of the Ministry of Finance. The detailed contribution ratios to, and the use of, these funds are provided for in the Financial Regulation of the Corporation.

Article 38.- The financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, balancing its own revenue and expenditure, and taking responsibility for preserving and developing its sources of capital for business, including the capital contributed by other enterprises;

2. The Corporation is responsible for clearing all debts prescribed in the property balance of the Corporation and its other financial commitments (if any);

3. The Corporation shall control and supervise the financial activities within the entire Corporation;

4. All the credit relations (borrowing, lending, on-credit sales and purchases, guarantee) between the Corporation and outside partners shall comply with the quotas assigned to each transaction under provision of the Ministry of Finance.

5. The Corporation is responsible for designing, submitting and registering financial plans and reports, the property balances of the Corporation to report to the authorized agencies, and the annual financial statement to submit to the Ministry of Finance. The Ministry of Finance shall control and approve the annual financial statement of the Corporation.

6. The Corporation is authorized to collect all the revenues at home and abroad from the trade in food and agricultural materials as agreed in contracts; and submit these revenues to the budget under the guidance of the Ministry of Finance.

7. The Corporation is responsible for paying all taxes and other financial obligations prescribed by law and by the Financial Regulation of the Corporation, except for the taxes that the member units already pay on their own. It is allowed to use part of the profit after paying the taxes as prescribed by current law.

8. The profit that the Corporation or its member units receive on its capital contribution to outside enterprises is exempt from profit tax if these outside enterprises have already paid them before making the dividend.

9. The financial operation of the member units of the Corporation and the financial relations between the Corporation and its member units must abide by the Statute and the Financial Regulation of the Corporation.

10. The material responsibility of the Corporation toward its business and civil relations is limited within the total asset of the Corporation at the latest publicity.

11. The Corporation has to strictly comply with the Ordinance of Accounting and Statistics and the current regime on financial accounting and reporting for State enterprises.

12. The Corporation is subject to the control and supervision of the authorized State agencies in financial and business activities as stipulated by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND STATE AGENCIES AND LOCAL AUTHORITIES

Article 39.- Relations with the Government:

1. To strictly observe law and implement the Government provisions related to State corporations and enterprises;

2. To implement the plans and development strategy of the Corporation within the overall State plans and strategy for the development of the branch and territory;

3. To observe the regulations on establishment, splitting, merger and dissolution; the policies on organization and personnel; the regimes for finance, credit, tax, profit collection; the regimes on accounting and statistics.

4. To be subject to control and supervision over the implementation of law, decisions, policies and regimes of the State within the Corporation.

5. To make recommendations and suggestions on solutions, regimes and managerial policies of the State toward the Corporation;

6. To manage and use the capital, properties, land and other resources assigned to it by the State to carry out its business tasks and to preserve and develop those resources;

7. To enjoy allowances and price subsidies and other regimes as provided for by the Government.

Article 40.- Relations with the Ministry of Finance:

1. The Corporation is subject to the control and State management of the Ministry of Finance in:

a/ Complying with the regimes on finance, accounting, tax, organization of the accounting apparatus;

b/ Making financial audit and internal audit within the Corporation.

2. The Ministry of Finance is the Government agency assigned with the task of performing a number of functions of the owner and controller of the Corporation in:

a/ Determining the capital, natural resources and other resources assigned to the Corporation by the State for management and use;

b/ Controlling and ensuring the efficiency of the use, preservation and development of the capital and other resources assigned to the Corporation in operation as reflected in the annual financial statement;

c/ Approving the annual financial statement of the Corporation;

d/ Issuing the Model Financial Regulation, and approving the Financial Regulation of the Corporation.

3. The Corporation is subject to the control and supervision of its finance and other matters by the Ministry of Finance.

4. The Corporation has the right to recommend solutions, mechanisms, financial policies, credits and other matters related to the Corporation; to propose to the Ministry of Finance and the Prime Minister to approve transfers of properties of high value, investment cooperation with foreign partners and other economic sectors, credit relations above norms, discharge of financial obligations, distribution of after-tax profit, liquidation of properties of the Corporation, and additions to the budget of the Corporation.

Article 41.- Relations with the Ministry of Agriculture and Food Industry:

1. With its State management function, the Ministry of Agriculture and Food Industry is controlling the Corporation by:

a/ Issuing quality standards for products; technological norms, including for the importation of incomplete and complete equipment; setting technico-economic norms for the branch; directly monitoring and supervising the Corporation in its implementation of those standards and norms;

b/ Designing and issuing plans and orientations for development of the technico-economic branches, and directly controlling the Corporation in its implementation of those plans and orientations;

c/ The Corporation is responsible for the implementation of the above provisions and is allowed to make recommendations to the Ministry of Agriculture and Food Industry on the above-described contents.

2. With the tasks assigned by the State to perform a number of State-ownership rights, the Ministry of Agriculture and Food Industry controls the Corporation in:

a/ The establishment, splitting, merger, reorganization and dissolution of the Corporation and its member units, within the framework mandated by the Prime Minister;

b/ Together with the agencies mandated by the Prime Minister, making preparations to submit to the Prime Minister for appointment, dismissal, reward or discipline of members of the Managing Board or the General Director of the Corporation;

c/ Appointment, dismissal, reward or discipline of the Deputy General Director and Chief Accountant of the Corporation; recommendation of candidates to the Control Commission of the Corporation;

d/ Taking part in the allocation of capital and other resources to the Corporation, controlling the operation of the Corporation. The Corporation is responsible for reporting as required by the State regulation and at the request of the Ministry of Agriculture and Food Industry;

e/ Directing the Corporation in ensuring the food balance of the State and in stabilizing food price in the region and in the country as a whole;

f/ The Corporation is also subject to the control and supervision of the Ministry of Agriculture and Food Industry in other areas of its jurisdiction as stipulated by law.

Article 42.- The other Ministries, the ministerial-level Agencies and the Agencies attached to the Government, in their capacity as State-management bodies, shall control the Corporation in:

1. The implementation of the technico-economic norms, product and quality standards in line with the branch and national standards;

2. The implementation of the regulations on environmental protection;

3. The participation in the evaluation of investment projects along the development strategy and plans for the technico-economic branch and the regional economic planning;

4. The implementation of the regulation on external relations and import-export activities;

5. The exercise of the interests and obligations for the laborers in the Corporation as provided for by law;

6. The Corporation is subject to the control, inspection and supervision of these agencies in areas of their jurisdiction as prescribed by law.

Article 43.- With regard to the local authorities in their capacity as State-management bodies on geographical areas, the Corporation is subject to their State management, must comply with the administrative regulations and discharge obligations toward the People's Councils and People's Committees of various levels as provided for by law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 44.- The reorganization of the Corporation is proposed by the Managing Board, and considered and approved by the Prime Minister.

Article 45.- The Corporation shall be dissolved in case the Prime Minister sees that it is no longer necessary to maintain it. In taking the decision to dissolve of the Corporation, the Prime Minister shall set up a Dissolution Council. The properties of the dissolved Corporation, after clearing all payments as required by the provision of law, shall belong to State ownership.

Article 46.- The reorganization, splitting, merger, dissolution and establishment of new member units of the Corporation shall be proposed by the Managing Board for the Prime Minister to consider and decide.

Article 47.- The Corporation and its member units, which lose the capability to repay their due debts, shall be dealt with in accordance with the provisions of the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 48.- This Statute shall apply to the Vietnam Southern Food Corporation. All the individuals and member units of the Vietnam Southern Food Corporation are responsible for implementing this Statute.

This Statute takes effect from the date of the signing of the promulgation Decree.

Article 49.-

1. Proceeding from the Law on State Enterprises and the Statute of the Corporation, the member units of the Corporation shall, depending on their mode of organization, design their own Statutes and Regulations on their organizations and operations, so that the General Director can present them to the Managing Board for approval. The Statutes and Regulations of the member units shall not contradict the Statute of the Corporation.

2. In case amendments and supplements to the Statute of the Corporation are needed, the Managing Board shall submit to the Prime Minister for decision. The member units of the Corporation, when making any amendments and supplements to their Statutes and Regulations on organization and operation, shall have their cases presented by the General Director to the Managing Board for approval.

Article 50.- In case the documents of the Government, the Ministries, the Agencies at ministerial level, the Agencies attached to the Government, and the People's Committees of the provinces and cities directly under the Central Government, and the Decisions to establish member units, contain provisions which differ from this Statute, the Statute of the Corporation shall apply if the Government so authorizes.

On behalf of the Government

Prime Minister

VO VAN KIET

APPENDIX

(Attached to the Statute on the Organization and Operation of the Vietnam Southern Food Corporation)

I. LIST OF MEMBER UNITS OF THE VIETNAM SOUTHERN FOOD CORPORATION

(At the time of establishment of the Corporation)

A. INDEPENDENT-ACCOUNTING STATE ENTERPRISES:

1. The Saigon First-Level Food Company,

2. The Export Food Processing and Trading Company,

3. The Subsidiary-Food Processing and Trading Company,

4. The Food Transport and Trading Company,

5. The Cao Lanh First-Level Food Company,

6. The Binh Dong Wheat Flour Company,

7. The Binh Tay Mill,

8. The Tan Binh Dong Mill,

9. The Central Food Company III,

10. The Quang Nam - Da Nang Food Company,

11. The Quang Ngai Food Company,

12. The Binh Dinh Food Company,

13. The Phu Yen Technical Materials Company,

14. The Khanh Hoa Food Company, (1)

15. The Ninh Thuan Food Company,

16. The Binh Thuan Food Company,

17. The Lam Dong Food Company,

18. The Kontum Export-Import and Investment Company,

19. The Dong Nai Food and Foodstuff Processing and Trading Company,

20. The Long An Food Company,

21. The Tien Giang Food Company,

22. The Can Tho Food Company,

23. The An Giang Food Company,

24. The Vinh Long Food and Foodstuff Company,

25. The Dong Thap Food and Agricultural Materials Export-Import Company,

26. The Ben Tre Food Company, (2)

27. The Kien Giang Export-Import Company,

28. The Tra Vinh Food Export-Import Company, (3)

29. The Soc Trang Food Company,

30. The Minh Hai Food Company,

31. The Southern Food Financial Company,

B. DEPENDENT-ACCOUNTING UNITS:

1. The Vung Tau Holiday Center.

C. NON-BUSINESS UNITS:

1. The Food and Foodstuff Vocational School No.II.

II. LIST OF JOINT-VENTURE UNITS WITH CAPITAL CONTRIBUTION FROM THE VIETNAM SOUTHERN FOOD CORPORATION

(At the time of establishment of the Corporation)

1. The Viet-My Export Rice Processing Joint Venture Company,

2. The Viet Nguyen Rice Processing Joint Venture Company,

3. The Thi Vai Flour Joint Venture Company (VINAFOOD GOLDCOVI).-

Footnotes:

(1) On the basis of reorganizing and rearranging 3 enterprises of Khanh Hoa province: the Cam Ranh Food Company, the Nha Trang Farm Product Processing Company, and the Khanh Hoa Food Company.

(2) On the basis of reorganizing and rearranging 2 enterprises of Ben Tre province: the United Export-Import Company, and the Ben Tre Food Company.

(3) On the basis of reorganizing and rearranging 2 enterprises of Tra Vinh province: the Tra Vinh Agricultural Materials and Technical Services Company; the Tra Vinh Food Export-Import Company.-